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HomeMy WebLinkAboutCRC-06-1998 CRC 2,655,00 Bondi CARMEL REDEVELOPMENT COMMISSION RESOLUTION N0. _-1998 i BOND RESOLUTION WHEREAS, IC 36-7-14 and IC 36-7-25 and all relatedand supplemental statutes as in effect on the issue date of the Notes (defined below).and the Bonds (defined below) including IC 5-1-5 and IC 5-1-14 (collectively, "Act") authorize the Redevelopment. Commission ("Commission") of the City of Cannel, Indiana ("City"), to establish an economic development area and to establish an allocation area within an economic development area providing for the distribution of property tax revenues generated within the allocation area; WHEREAS; the Commission adopted a declaratory resolution ("Declaratory Resolution") on February 18, 1997, and the Declaratory Resolution was confirmed by a Confirmatory Resolution'- adopted on April 21, 1997 (".ConfirmatoryResolution") and amended by an amendatory resolution. adopted on February 2, 199&("Amendatory Resolution'); WHEREAS, the Commission, by the Declaratory Resolution as confirmed by the Confirmatory Resolution and amended by the Amendatory Resolution (collectively "Area Resolution"), established the boundaries of the Merchants Square Economic Development Area ("Area") and declared this area to be an economic development area, and the Area is more particularly described in the map attached to.and incorporated in the Declaratory Resolution; t WHEREAS, pursuant to the Area Resolution. the economic development plan ("Plan") for the Area was approved; WHEREAS. pursuant to the Area Resolution and the Economic Development Plan of the Area, the Commission designated the entire Area as an allocation area ("Allocation Area") for purposes of capturing incremental ad valorem propem tax revenues levied and collected in the Allocation Area (as further defined in Section 1 "Tax Increment") to pay debt service on bonds issued to finance the economic development project described below and to pay certain other costs permitted by the Act and this Resolution; WHEREAS, IC 36-7-14-39.5 provides for an additional credit for property taxes in the Allocation Area payable from Tax Increment_ which credit may be eliminated or reduced by resolution of the Common Council ("Common Council") upon recommendationof the Commission. WHEREAS, the Common Council has taken no action to provide that the additional credit under IC 36-7-14-39.5 does not appiv in the Allocation .-area: WHEREAS. the Commission has found and determined that: (i) the planning, replanning, development. and redeveloomentof the Area is a public and governmental function that cannot be Z32148.3 t' accomplished through the ordinary operations of private enterprise: (ii) the planning, replanning, development and redevelopment of the Area would benefit the public health, safety. morals, and welfare in. increase and economic well-being of, and serve to protect and: increase property values in, the City and the State of Indiana and would be of public.utility and benefit; and (iii)xhe planning,:. replanning, development and redevelopment of the Area are public uses and-ptrposes,for which money may be spent; WHEREAS, the Commission finds and determines thatin:orderto proceed with the planning, replanning, development and redevelopment of the-Area: it is necessary for the:Cornmissionto issue- special taxing district bonds:of.the Carmel RedevelopmentDistrict (the "District"); in the name of • the City, payable solely out of Tax Increment allocated and deposited as provided in this Resolution- and from Taxpayer Payments (as defined in Section l), in.the aggregate principal amount not to- exceed Two Million Six Hundred Fifty-five Thousand Do44ars-(52,655;000) ("IW8.Bonds");-and, if necessary to issue he Notes to provide interim financing,fortheptupose-ofprocuring- fin&to-be applied on the cost of economic development and. redevelopmentin the Area and the acquisitionand construction of certain local, public improvements. in the Area (as described in--Exhibit--A) ("Projects"), including the repayment of the Notes, incidental expenses incurred in connection with the Projects as provided in the Act, capitalized interest on the 1998 Bonds, a debt service reserve for the 1998 Bonds, and costs associated with issuance of the Notes and the 1998 Bonds ("Costs of the Projects"); WHEREAS, the Commission estimates that the total Costs of the Projects will-not exceed $2,655,000; WHEREAS, the Commission hereby finds that it is in the best interests of the District to sell the Notes at a negotiated, private sale to a sophisticated investor or investors and to sell the 1998 Bonds at a negotiated sale through an underwriter to a sophisticated investor or investors; WHEREAS, the 1998 Bonds to be issued under Section 3 of this Resolution are issued pursuant to the authority granted in the Act; WHEREAS, the Commission on January 15. 1998, adopted a preliminary bond resolution authorizing issuance of the 1998 Bonds in an amount not to exceed 52,655,000 and has published and posted a notice of determination to issue bonds and the objecting period has expired without the filing of an objecting petition; WHEREAS, the Commission has notified the State Board of Tax Commissioners of the creation of the Area. will report to the State Board of Tax Commissioners the appropriation of the Bond and Note proceeds. and has obtained all approvals required by law for the issuance of the Notes and the 1998 Bonds: NOW. THEREFORE. BE IT RESOLVED BY THE REDEVELOPMENT CO:viMISSION OF THE CITY OF CARMEL. INDIANA. AS FOLLOWS: '_32Na.3 -2- "Debt Service.Reserve Requirement" means the least of (i)•maximum principal and interest due on the •1998 Bonds; (ii) 125% of average annual debt service on the 1998 Bonds; or (iii) 10% of the proceeds of the .1998 Bonds. "District" means.the Carmel Redevelopment District. ."General Account" means the General:Account.established under Section 11. "Improvement.Subaccount" means:the:Improvement Subaccount of the General-Account established under. Section 1 I of this Bond Resolution. "Minimum Tax Increment" means an amount equal to 125% of the stun of (i) the interest due on the.1998 Bonds on the:next-February:L.orAugust. . I and,(ii);one-half ofxhe.principal due on the 1998 Bonds on the next February I until the Supplemental Reserve Requirement is fully funded and 100% of such sum thereafter. 1998 Bonds" means the Bonds described in Section 3. "Note Purchase-Agreement" means.the purchase agreement for the Notes authorized by Section 7. "Note. Purchaser" means the: original.purchaser of the Notes. f "Notes" means the notes authorized by Section 3. "Notice Address" means with respect to the City and the Taxpayer: City and Commission: Carmel Redevelopment Commission One Civic Square Carmel, IN 46032 Attention: Department of Community Services City Attorney: Douglas Haney City Attorney One Civic Square Carmel, IN +6032 '32148.3 -4- I t f SECTION 1. DEFINITIONS. All terms defined herein and all pronouns used in this Resolution. shall be deemed to apply equally to singular and plural and to all genders. All terms defined elsewhere in this Resolution shallhave the meaning•..given in such definition. In this Resolution, unless a different meaning-clearly appears from the context: "Act" means IC 5-1-5, IC 5-1-14-4. IC 36-7-14 and IC 36-7-25 and all related and supplemental.acts in effect on the issue.dates.of the Notes and the 1998 Bonds. "Allocation Fund" means the special. fund .established under. the•Act for the Tax Increment collected in the Allocation Area. "Area" means the Merchants-Square Economic Development Area. "Bond Principal and Interest Account" means the account established under Section 11. "Bond Resolution" or "Resolution" means this Bond Resolution, adopted by the Commission on February 2,1998, and authorizing the issuance of the 1998 Bonds, as it maybe supplemented and amended from time to time in accordance with its provisions. "Bonds" means the 1998 Bonds and any Parity Obligations. "Capital Fund" means the Redevelopment District Capital Fund established under the Act f "City" means the City of Carmel, Indiana. "Code" means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the 1998 Bonds and the applicable judicial decisions and published rulings and any applicable regulations promulgated thereunder. "Commission" means the Carmel Redevelopment Commission. "Costs of the Projects" means all costs of the Projects as set forth in the recitals of this Resolution and in Exhibit A. "Debt Service" means the principal of and interest on the Bonds, lease rentals on any Parity Obligations which are leases and any fiscal agency charges associated with the Bonds and the collection of Tax Increment and Taxpayer Payments. "Debt Service Reserve Account" means the Debt Service Reserve Account created under .Section 11. Sri+s.3 -3- i Taxpayer: The Linder Company of Indiana, Inc. Keystone at the Crossing 8555 North River Road. Suite 375 Indianapolis, IN 46240-4905 The notice addresses of the Trustee, Registrar and Paying Agent shall be set forth in the Acceptance attached hereto. "Owner" means a registered owner of the Bonds. C'Pariry.Obligadons" means anycobligations(including leases) of the Commission issued on ' a parity with the 1998 Bonds under Section 12. "Paying Agent" means the Paying Agent so designated under Section 3(F) or any successor Paying Agent appointed under this Resolution. "Projects" means the construction of certain road and drainage improvements and traffic signals as described in Exhibit A. "Purchase Agreement" means the Bond Purchase Agreement-for the-1998 Bonds. i "Purchaser" means the McDonald & Company Securities, Inc., the underwriter for the 1998 Bonds. "Qualified Investments" means any direct obligation of the United States of America or other investment in which the Commission is permitted by Indiana law to invest at the time of investment "Registrar" means the Registrar so designated under Section 3(F) or any successor Registrar appointed under this Resolution. "State" means the State of Indiana. "Supplemental Reserve Requirement" means an amount equal to twice the amount of the Debt Service Reserve Requirement until January 1. 2009 and the amount of the Debt Service Reserve Requirement thereafter. "Supplemental Reserve Subaccount" means the Supplemental Reserve Subaccount of the General Account established under Section 1 1 of this Bond Resolution. "Tax Increment" means all real property tar proceeds from the assessed valuation of real property in the Allocation Area in excess of the assessed valuation described in IC 36-7-14-39(6)(1) minus the additional credit under IC 36-7-14-39.x, as such statutory provision exists on the date of the issuance of the 1998 Bonds. Tax Increment Subaccount"means the Tax- Increment Subaccouatestablishedunder Section 11 of this Resolution. . "Taxpayer" shall mean collectively and jointly and.severally; Linder Group; Inc:; an Indiana .:: corporation, The Linder Company of Indiana, Inc.;. an lndiana:corporation; Ohio: Retail. Services. - - LLC, an.Ohio limited, liability company, J.L. Henry Companv; an•Indiana corporation, Ben Mar, LLC, an Indiana limited. liability company and their respective assigns or successors in interest. "Taxpaver Agreement" shall mean the Taxpayer Agreement, dated as:of February 1, 1998, between the •Commission.and the Taxpayer:, -_: "Taxpayer Payment Subaccount" means the Taxpayer-Payment Subaccourivestablished in the Bond Principal and Interest Account under Section 11 of this Resolution. _- "Taxpayer Payment Reserve Subaccount" means the Taxpayer Payment Reserve Subaccount established in the General Account under Section -11 of this Resolution:: "Taxpayer Payments" shall mean the payments made by the Taxpayer; undenthe-Taxpayer Agreement, securing the 1998 Bonds. "Trustee" means the trustee as appointed pursuant to Section .3(F) or any successor Trustee appointed under this Resolution. SECTION 2. GRANTING CLAUSES (A) The Commission. in considerationof the premises and of the purchaseand acceptance of the 1998 Bonds by the Owners. in order to secure the payment of the Debt Service on the Bonds according to their tenor and effect and to secure the performanceand observance by the Commission of all covenants expressed or. implied herein and in the Bonds, does hereby pledge the rights. interests, properties, money and other assets described. below ("Trust Estate") to.the Trustee for the benefit of the Owners of the 1998 Bonds for the securing. of the performance of the. obligations of the Commission set forth in this Resolution, such pledge to, be effective as:set forth in IC 5-1-14-4 without the recording of this Resolution or any other instrument: (1) All cash and securities now or hereafter held in the Capital Fund and the Allocation Fund and the investment earnings thereon and all proceeds thereof (except to the extent transferredor disbursed from such funds and accounts from time to time in accordance with this Resolution): M148.3 -6- (2) All Tar Increment and Taxpayer Payments required to be deposited for the benefit of the 1998 Bonds under this Resolution. and (3) Any money-hereinafterpledged to the Trustee as security to the extent of that pledge; provided, however, that if the Commission shall pay or cause to be paid. or there shall otherwise be paid or made provision for payment of Debt:Service on the 1998 Bonds due, or to become due thereon: at the times and in the manner mentioned in the Bonds. and shall pay or cause to be paid or.there shall otherwise be paid or made provision for payment to the Owners of the outstanding 1998 Bonds of all sums of money due or to become due according to the provisions hereof, then this Resolution-and the rights hereby granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full force and effect. (B)' The Commission, in considerationof the premises and of the purchase and acceptance of the Notes by the Note Purchaser according to their tenor and effect and to secure the performance and observance by the Commission of all covenants expressed or implied herein and in the Notes. does hereby pledge the proceeds of the 1998 Bonds to the repayment of the Notes for the benefit of the owners of the Notes for the securing of the performance of the obligations of the Commission set forth in this Resolution, such pledge to be effective as set forth in IC 5-1-14=3 without recording - of this Resolution or any other instrument; provided, however, that if the Commission shall pay or cause to be paid, or there shall otherwise be paid or made provision for payment of debt service on the Notes due, or to become due thereon, at the times and in the manner mentioned in the Notes, and shall pay or cause to be paid or there shall otherwise be paid or made provision for payment to the owners of the outstanding Notes of all sums of money due or to become due according to the provisions hereof, then this Resolution and the rights hereby granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full force and effect. (C) This Resolution further witnesseth, and it is expressly declared, that all Notes and Bonds issued and secured hereunder are to be issued, authenticated and delivered. and all these properties. rights and interests. including, without limitation, the amounts hereby pledged, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations. covenants. agreements, trusts, uses and purposes hereinafter expressed, and the Commission has agreed and covenanted and does hereby agree and covenant with the respective Owners, from time to time, of the Notes and the Bonds, or any part thereof, as provided in this Resolution. SECTION'). THE NOTES AND THE 1998 BONDS. (A) (1) The Commission, acting in the name of the City, may issue the Notes for the purpose of procuring interim financing to apply to the Costs of the Projects. The Commission shall issue the Votes in an aggregate amount not to exceed Two Million Six Hundred Fifty-five Thousand Dollars ($2.655.000)to be designated"Redevelopment District Bond Anticipation Notes of 199_" (to be completed with the year in which the Notes are _;2148.; -7- issued). The Notes shall be dated as of the date of delivery and shall bear interest at a rate or, rates not to exceed seven percent (7%) per annum payable at maturity or upon redemption - prior to maturity. The Notes shall. be sold at no less than the par value thereof. The term of the Notm including any renewals or extensions.-may. not exceed, five (5)years-from the date of the original issuance of the Notes. The Notes.are subject to prepayment in whole or in>z part at the option of the Commission on any date.after.the date that-is one hundred twenty . .,.2 (120) days•.after the issue date of the Notes upon:7 days' written notice to the registered! owners.of the Notes at their face value plus, interest accrued to theiredemption-date: =The:- Notes shall-be issued in fully registered form and shall be lettered and°numbered separately- -. from 1 consecutively upward and with such further or alternate designation. as.the. Registrar - may determine and shall be issued in minimum denominations of $5,000 and in integral multiples of $5,000 thereafter. The principal of and ate=sr on the-Nn/PC-are pasolely from the proceeds of the. 1998 Bonds, and the Commission; acting in.the nameofthe City- shall have.no-obligation to repay the principal of or interest on-the Notes except from, proceeds of.. the..1998 Bonds. The Commission may=receive payment -on, the Notes in installments... ....... (2) The Commission further finds that all or a portion of the Costs of the Projects may be paid from proceeds of the Notes and from proceeds of the 1998 Bonds under the Act and that the Projects will provide special benefits to property owners in the Area and will be of public use and benefit. The Commission further finds that in order to proceed. with-the planning, replanning, development and redevelopmentof.the Area and the repayment of the Notes, iris necessary for the Commission to borrow finds by issuing special taxing district bonds of the District, in the name of the City, payable out of Tax Increment, allocated and deposited as provided in this Resolution and from Taxpayer Payments in the aggregate principal amount not to exceed Two Million Six Hundred Fifty-five Thousand Dollars ($2,655,000) to procure funds to be applied to the Costs of the Projects. (3) The 1998 Bonds shall be sold at a purchase price of not less than the par value thereof minus a discount of $70.000 plus accrued interest. The 1998 Bonds shall be issued by the Commission in the name of the City, and shall be designated "Redevelopment District Tax Increment Revenue Bonds of 1998." The President of the Commission and the Mayor are hereby authorized and directed to negotiate with the Purchaser the terms of the sale of the 1998 Bonds consistent with this Resolution. The Clerk-Treasurer of the City is hereby authorized.and.directed to have prepared and to issue and sell to the. Purchaser the 1998 Bonds, payable solely out of the Trust Estate. asset forth herein. The purchase price of the 1998 Bonds, together with investment earnings on the proceeds of the 1998 Bonds- does not exceed the total as estimated by the Commission of all Costs of the Projects. (B) (1) The 1998 Bonds shall be issued in fully registered form and shall be lettered and numbered "R-1" and shall be issued in a minimum denomination of 5100.000 and multiples of five thousand dollars ($5.000) thereafter. 232148,3 -8- (2) The 1998 Bonds shall be dated as of the first day of the month in which sold and shall accrue interest from that date at a rate or rates not to-exceed seven percent (7%) per annum. The actual rates to be determined by negotiation with a.final maturity not later than twenty, (20) years:from the- first February I after the 19981Bonds• are delivered and with principal payable annually on February 1 on a schedule.that will retire the 1998 Bonds as quickly as possible based on reasonable projections of available Tax Increment and allowing for sufficient coverage to. market the- 1998 Bonds. The: 1998, Bonds may be subject to mandatory siaking,fund redemption-as determined upon sale of the 1998 Bonds. (3) .. Interest on the 1998. Bonds shall be payable on each February 1 and August 1 beginning.on.August 1,.1998, and shall accrue on a basis of twelve 30-day months fora 360- day year. (C)...= (1) -The 1998-Bonds maturing on or after February-1, 2009 are redeemable at the option of the Commission on any date; on thirty (30) days' notice; in- whole or in part, in order of maturity determined by the Commission and by lot within maturities at face value. together with the following premiums, plus accrued interest to the date fixed for redemption: 2% if redeemed on October 1, 2007 or thereafter on or before September 30, 2008; 1% if redeemed on October 1, 2008 or thereafter on or before September 30, 2009; 0% if redeemed on October 1, 2009 or thereafter prior to maturity. (2) The 1998 Bonds maturing after February 1, 2009 are also subject to redemption as provided in Section I I(D)(4). (3) Any 1998 Bonds that are subject to mandatory sinking fund redemption shall be redeemed at a price equal to the principal amount plus accrued interest to the date of redemption in accordance. with the schedule established upon sale of the 1998 Bonds pursuant to subsection (B)(2). The Paying Agent shall credit against the mandatory sinking-fund requirement for the 1998. Bonds. and corresponding mandatory redemption obligation, in the order determined by the City, any 1998 Bonds maturing on the same date and subject to mandatory sinking fund redemption which have previously been redeemed (other than as a result of a previous mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased for cancellation by the Paving Agent and not previously applied as a credit against any redemption obligation. Each 1998 Bond so delivered or cancelled shall be credited by the Paying Agent at 100% of its principal amount against the mandatory sinking fund obligation on such mandatory sinking fund date, any excess of such amount shall be credited on future redemption obligations. and the principal amount of 1998 Bonds to be 132{4&.] -9- redeemed by operation of.the mandatory sinking fund requirement- shall: be. accordingly reduced. However, the Paying Agent shall credit the 1998 Bond subject to mandatory sinking fund redemption only to the extent received by the Paying Agent attleast:forty-five (45) days preceding the-applicable mandatory redemption date as stated above.s' (D) Notice of any redemption identifying the 1998 Bonds to be redeemed-in wholelorin - part pursuant to subsection (C) shall be.given by the Commission to the Trustee at least 45 days prior • to the date. final for redemption. Notice of any redempfw identifying the 1998-Bonds to-be redeemed-in whole or in partshall be given- bythe Trustee at least 30 days prior to the date fixed for redemption (unless this notice is waived by the Owner) -by sending written notice by certified or registered mail to the Owner of each. 1998 Bond to be redeemed in whole or in part at the address shown on the registration books of-the Registrar. Failure to give such-'notice bv-mailing,-or-anv -,»- -• defect therein with respect to: anv.1998,Bond; shallinot affect the validity of any pro ceeding?for the - redemption of other 1998 Bonds. Such notice shall state the redemption date, the redemption price. the amount of accrued interest; if any, payable on the-redemption date, the place at which 1998 - Bonds are to be surrendered for payment and: if less than the entire principal amount ofa 1998 Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the 1998 Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the 1998- Bonds have been called for redemption, in whole or in-part. and due provision has been made to redeem same as herein provided, the 1998 Bonds-or portions thereof so redeemed shall no longer • f be regarded as outstanding except for the purpose.of receiving paymentsolely from-the funds so provided for redemption, and the rights of the Owners of such 1998 Bonds to collect interest which would otherwise accrue after the redemption date on any 1998 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. provided that funds for their redemption are on deposit at the place of payment at that time. (E) If fewer than all of the 1998 Bonds ofa maturity are to be redeemed, the Registrar will select the particular 1998 Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each five thousand dollars ($5.000) principal amount shall be considered a separate bond for purposes of redemption and no redemption shall result in 1998 and remaining outstanding for any amount less than $100.000. If-any of the 1998 Bonds are subject to both optional and mandatory sinking fund redemption on the same date, the 1998 Bonds to be redeemed by optional redemption shall be selected first. (F) (1) The Clerk-Treasurer of the City may serve as the Registrar and the Paying Agent for the Notes. The Mayor shall appoint a duly qualified bank as Trustee. Registrar and Paving Agent for the 1998 Bonds. which Trustee. Registrar and Paying agent will be charged with the performance of the duties and responsibilities of Trustee. Registrar and Paving Agent as set forth herein. The Trustee. Registrar and Paving Agent shall signify its acceptance of its duties by executing the acceptance attached to this Resolution. The Commission is further authorized to pay such fees as the Trustee. Registrar and Paving -Agent may charge for the services provided as Trustee. Registrarand Paving Agent and such.fees-ma} be paid from the Bond Principal and Interest :32149.3 -10- Account as Debt Service in addition to paying the principal of and interest on the Bonds or from the General Account. = (2). The Clerk-Treasurer is hereby authorized and directed, on behalf of the Commission- to enter into such agreements or understandings with the Trustee, Registrar and " Paying Agent as will enable it.to perform the services required of it. (G). (1) The Notes and the 1998-, Bonds shall be authenticated with the manual or facsimile signature of an authorized representative.of the Registrar. No Note or 1998 Bond shall be valid or become obligatory for any purpose until the Certificate of Authentication on such Note or 1998 Bond, respectively, shall have been so executed. Subject to the provisions hereof for registration, the Notes and the 1998 Bonds shall be negotiable under the laws of the State of Indiana (2) Each Note or 1998 Bond shall-be transferable or exchangeable only upon the books of the Commission kept for that purpose at the office of the Registrar by the owner thereof in person, or by its attorney duly authorized in writing, upon'suaender of such Note or 1998 Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the owners or its attorney duly authorized in writing, and thereupon a new fully registered Note, Notes. 1998 Bond or 1998 Bonds, as the case may be, in the same principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the owners; as the case may be, in exchange therefor. The Registrar shall not be obligated to make any exchange or transfer of 1998 Bonds following the fifteenth day immediately preceding an interest payment date on any 1998 Bonds until such interest payment date. The Registrar shall not be obligated (a) to register, transfer or exchange any 1998 Bond during a period of fifteen (15) days next preceding mailing of a notice of redemption of the 1998 Bonds, or (b) to register, transfer or exchange the Note or 1998 Bond selected. called or being called for redemption in whole or in part after mailing notice of such call. The City and the Registrar for the Notes and 1998 Bonds may treat and consider the person in whose name such Note or 1998 Bond is registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of. the principal thereof. The Notes and 1998 Bonds may be transferred or exchanged without cost to the owners except for any tax or governmental charge required to be paid with respect to the transferor exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange. (3) If any Note or 1998 Bond is mutilated, lost. stolen or destroyed, the City may execute and the Registrar may authenticate a new Note or 1998 Bond, respectively, which in all respects shall be identical to the Note or 1998 Bond which was mutilated. lost, stolen or destroyed including like date. maturity, series and denomination, except that such new Note or 1998 Bond. respective Iy.shalI be marked in a manner to distinguish it from the Note or 1998 Bond for which it was issued: provided that in the case of any Note or 1998 Bond. as the case may be, being mutilated. such mutilated Note or 1998 Bond shall first be surrendered to the City and the Registrar: and in the case of 1998 Bonds being lost, stolen { M148'3 or destroyed. there ,shall be,tirst furnished to the City and the Registrar evidence of such loss. theft or destruction satisfactory to the City and the Registrar, together with. indemnizv satisfactory to them. If any such lost, stolen or destroyed'Note or 1998 Bond shall: have matured and be pavable'in accordance with its terms. instead of issuing a duplicate Note or .1998 Bond, respectively, the City and the Registrar may, upon receiving ihdemniry satisfactory to them, pay the same without surrender thereof. The City and the Registrarmay charge.the owner'of the Note or owner of the 1998 Bond. as the case maybe, with their reasonable.fees and expenses in,connection with the above. Every substitute Note or 1998 Bond issued by reason of the4Yote or' 1998 Bond being lost. stolen or destroyed shall,.with respect to.such Note or 1-998 Bond. constitute wsubstitute contractual obligation of the City, whether onnot the lost, stolen or destroyed Note or 1998 Bond shal I be found avany time, and every such Note or 1,998 Bond shall be entitled w all the benefits of this Resolutibn, equally and:proportionatelywith any and all other7Notesor4998 Bonds 'respectively, duly issued hereunder: (H) The principal of and interest onthe'Notes`and the principal of the 1998 Bonds shall be,payable in.lawful money of the United States of,America upon presentation at the office of the Paying, Agent. Interest on the 1998 Bonds shall be paid by check mailed to each owner at-the address as .it appears on the registration books kept--by the Registrar as, of: the fifteenth day immediately preceding the interest payment date of at such other address as provided to the Registrar in writing by such owner. If payment of principal or'interest is-made;to a depository, payment shall be made by wire transfer on the paymenrdate in same-day fiords. If the payment date occurs on a date when financial institutions are not open for business:.the.wire transfershall.be made on the next succeeding business day. The Trustee shall be instructed to, wire transfer payments by 1:00 p.m. (New York City tithe) so thatsuch"payments are received at.the depository by 2:30 p.m. New York, City time). (I) The Commissionhas determinedthatit maybe beneficial to the Commission to,have the 1998 Bonds held by a central depository system pursuant to an agreement between the Commission and The Depository Trust Company, New York, New York ("Depository Trust Company") and have ttansfersof..the 1998 Bonds effectedby book-entryod the books of the central. depository svstem ("Book Entry System"). The 1-998 Bonds maybe-initially issued in the form of a separate single authenticated fully registered 1998 Bond,for the aggregate principai amountof each separare maturity ofthe1,998 Bonds. In such case,.upon initial issuance. the ownership of such 1998 Bonds shal.Lbe registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the. Depository Trust Company. With-respect to the 1998 Bonds registered' in the register keptbythe Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company. the Commission and the Paving Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ("Beneficial Owner")) of the 1998 Bonds with respect w (i) the accuracy of the records of the Depository Trust Company. CEDE_& CO._., or anv Beneficial Owner with respect, to ownership questions; (ii):the.delivery to any bondholder f inciuding any Beneficial Owner) or any :i-x; -12- other person, other than the Depository Trust Company, of any. notice with respect to the 1998 Bonds including any notice of redemption. or (iii) the payment to any bondholder( . including any Beneficial Owner) or any other person. other than the Depository Trust Company, of any amount with respect to the principal of, or premium; if any, or interest on the -1998 Bonds exceptas otherwise provided herein. No person other than the Depository Trust Company shall receive an authenticated 1998 Bond evidencing an obligation of the Commission to make. payments of the principal of and premium, if any, and interest on the 1998 Bonds pursuant to this vResolution. The Commission and the Registrarand Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the 1998 Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such 1998 Bonds; (ii) giving notices of redemption and. other notices permitted.to: be-given-to bondholders with respect to such-1998 Bonds, (iii) ' registering transfers with respect to such 1998 Bonds; (iv) obtaining any consent or-other action :.required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying,Agent shall pay all principal of and premium, if any, and interest on the 1998 Bonds only to or upon the order of the Depository Trust Company, and-all such payments shall be valid and effective fully to satisfy and discharge the Commission's and the Paying Agent's obligationswith respect,to principal of and premium, if any, and interest on the 1998 Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the Commission of written notice to the effect that•the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect' to consents, the words "CEDE & CO." in this.Resolution shall refer to such new nominee of the Depository Trust Company.. Notwithstandinganyother provisionhereofto the contrary, so long as any 1999 .Bond, is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such 1998 Bonds and all notices with respect to such 1998 Bonds shall be made and given, respectively; to the Depository Trust Company as provided in a representation lener from the Commission to the Depository Trw Company. Upon receipt by the Commission of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its. responsibilities and no.submitute depository willing to undertake the functions of the Depository Trust Company hereunder can be; found which is willing and able to undertake such functions upon reasonable and customary terms: then the 1998 Bonds shall no longer be restricted to being registered in the register of the Commission kept by the Registrar in the name ofC£DE & CO,. as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the 1998 Bonds.shail designate. in accordance with the provisions of this-Resolution. If the Commission determines that it is in the best interest of the bondholders that thev'be .-able to obtain. certificates for the fully registered 1948 Bonds. the Commission may notify the lepository Trust Company. and the Registrar. whereupon the Depository Trust Company %N?A notify the Betieticial Owners of.the availabiliLN through the. Depository Trust Company of certiEcates'for 2;?E+8.7 -13 the 1998 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 1998 Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever -the- Depository - Trust- Company requests the Commission and the Registrar to do so: the-Registrar and the Commission will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered 1998 Bonds of any Beneficial Owner's Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the 1998 Bonds. If the 1998 Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause said 1998 Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided. however, that the Registrar shall not be required to have such-1998 Bonds printed until,it shall have received from the Commission indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to bondholders by the Commission or the Registrarwith respect to any consent or other action to be taken by bondholders, the Commission or the Registrar, as the case may be, shall establish a record date for such consent or other action and give the Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as said 1998 Bonds are registered in-the name of the Depository Trust Company or CEDE & CO. or any substitute nominee, the Commission and the Registrar and Paying Agent shall be entitled to request and to rely upon a certifrcateor other written representation from the Beneficial Owners of the 1998 Bonds or from the. Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the 1998 Bonds and setting for the consent- advice. direction, demand or vote of the Beneficial Owners as of a record date selected by the. Registrar and the Depository Trust Company, to the same extent as if such consent. advice, direction, demand or vote were made by the bondholders for purposes of this Resolution and the Commission and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or representation.. the Registrar may request the Depository Trust Company to deliver. or cause to be delivered, to the Registrar a list of all Beneficial Owners of the 1998 Bonds, togetherwith the dollar amount of each Beneficial Owner's interest in the 1998 Bonds and the current addresses of such Beneficial Owners. (.)) THE NOTES DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY. BUT CONSTITUTE .AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT. PAYABLE SOLELY FROM THE PROCEEDS OF THE 1998 BONDS WHEN. AS. AND IF ISSUED. THE DISTRICT IS NOT OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES FROM ANY SOURCE OTHER THAN THE PROCEEDS OF THE 1998 BONDS. S] 1483 -14- (K) THE 1998 BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM THE TRUST ESTATE. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE 1998 BONDS FROM ANY SOURCE OTHER THAN THE TRUST ESTATE. NEITHERTHE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE 1998 BONDS. SECTION 4. FORM OF THE NOTES AND 1998 BONDS. (A) Form of the 1998 Bonds. The form and tenor of the 1998•Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the 1998 Bonds): UNITED STATES OF AMERICA STATE OF INDIANA HAMILTON COUNTY CARMEL REDEVELOPMENT DISTRICT No. R- TAX INCREMENT REVENUE -BONDS OF 1998 INTEREST MATURITY ORIGINAL AUTHENTICATION RATE DATE DATE DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: The Carmel Redevelopment Commission (the "Commission"),acting in the name of the City of Carmel, Indiana (the "City"), for value received. hereby acknowledges itself indebted and promises to pay, but solely out of the Tax Increment and Taxpayer Payments (each as defined in the Bond Resolution defined below) and the funds held under the Bond Resolution to the registered owner (named above) or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above (unless redeemed earlier as hereinafter provided), and to pay interest thereon at the rate per annum stated above from the date to which interest has been paid next preceding the .date of authentication of this Bond from the interest payment date immediately preceding the date of authentication of this Bond unless this Bond is authenticated on or before July 16, 1998. in which case interest shall be paid from the Original Date, or unless this Bond is authenticated between the 4 2321483 -15- fifteenth day preceding' an interest paymentdate and the interest paymentdate. in which case interest shall be paid-from,such interest payment date. Interest shall be payable on February 1 and August I of each vear„commencing August.l. 1998. Interestshall be calculated•on the basis of twelve J0- day months.foi a-360-daYYear. r_ The,principal of this Bond is.payable at the principal office ofNational City Bank of Indiana (the "Trustee "Registrar"or"Paving Agent'), in the City.of. Indianapolis. Indiana: All payments •. of interest on this Bond shall'be paid :by check mailed one business: day prior to the interest payment date to the registered owner, hereof, as of-the fifteenth day preceding such payment,at the address as it appearsonthe. registration books kept by the Registrar Brat such other address,as is-provided to the Paying Agent in writing. by the registered. owner. If payment ofprincipalror,interest is made to a depositorypayment'shall-.be made by'wire transfer on thelmytttentdate in,same,day €uads, if thetpayment:daze:occurs?on,a:date when financial institutions ace nor:operr forbtisiness,'the°wire-• transfer shall be made on the:next succeeding,business"day., The,Paying-Agert=shall,be instructed to,wirearansferpayments so such payments are received at the depository-by-2:.30 0.m:,(Nek York City time). All.paymenrs' on this Bond shall be made in. lawful money of the United 5tates7 ,of America,,which on. the dates of such pdyment, shall be legal tender for the payment of public and private debts. The Bonds shall be ;initially, issued in a Book Entry System (as dAffle & in the. Bond Resolution). The provisions. of this-BandAnd of-Bond Resolution, are:subject.in,altrespects to the provisions of the Letter, of Representations between the City,and The Depositary=Trust Company, t or any substitute agreement, effecting:such Book Entry System. THIS BOND.DOES NOT CONSTITUTER CORPORATE, OBLIGATION OF THE CITY OF CARMEL, B UT CONSTITUTES AN OBLIGATIOtN OFTI-IE CARMEL REDEVELOPMENT DISTRICT (THE "D ' ISTRICT") AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM THE-TRUST ESTATE AS DESCRIBED IPI THE BOND RESOLUTION. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE-CITY IS PLEDGED TO PAY THE PRINCIPAL.OF OR INTEREST ON THIS BOND. REFERS 'CE IS MADE TO THE FURTHER PROViSIONS`OF THIS BOND SET:FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF DULY. SET FORTH ON THE FACE HEREOF. (Reverse of Bond) This Bond is one of an authorized issue ofbands of the Redevelopment District of the.Cin• of Carmel with an aggregate principal amount of S2 6'5:?):d00'designated "Redcvelbpmcnt District, Tax Increment R. avenue Bonds of 1'08" ("Bonds"). The Bonds.-are numbered consecutiveiv from R-I upwards and are issued'oursuaat to the Bond Resolution adopted by the Carmei Redevelcpment ::=ua: -16- Commission- (the "Commission") on February 2, 1998 (the "Bond Resolution") and in `strict compliance,with IC 5-1-5.,IC 3-1-14-4,IC 36-7-14,.IC 36-7-25 and all related-and supplemental acts as in effect on the issue.date of the Bonds (coilectivelythe "Act"), to procure funds to be applied to - the Costs of the Projects.(as'defined in the Bond. Resolution),. including issuance expenses of the- Bonds, capitalized interest on.the Bonds, andfunding a debt reserve for the. Bonds, The Projects consist of the construction.of certain road and drainage improvements and traffic signals in or serving the Merchants Square Economic Development, Area,.an economic development area under the Act. The Bonds are ail equally and ratably secured;by and entitled to the protection of the Bond Resolution. Additional bonds and.Parity Obligations.(as defined in the Bond Resolution) may be issued as desc;ribed.inthe Bond Resolution. To, secure payment of the Debt Service (as defined in the- Bond, Resolution);:omthe Bondsr;and performance ofail other-covenants of the City and the---- District . under the Bond Resolution; the Commission, acting in the name of theCity, . pursuant to the .-Bond Resolution, has pledgedthe„Trust Estate..:.-Reference:is hereby made to-the Bond Resolution fora descriptionof the rights, duties and obligations ofthe Commission, the District, and the owners of the Bonds, the terms and conditions upon which the Bonds are issued and the terms and conditions upon which the Bonds will be paid at or prior to maturity, or will be deemed to be paid and discharged upon the making of provisions for payment therefor. Copies of the Bond Resolution are on file at the office of the Commission. THE OWNER OF THIS BOND, BY ACCEPTANCE -- OF TIES BOND, HEREBY AGREES TO ALL._OF:THE.TERMS AND PROVISIONS IN THE BOND RESOLUTION. The Underwriter (as defined ia;the Bond Resolution) has covenanted and agreed that during the initial offering.of the Bonds; no Bonds ME be offered or-sold to person who are not "accredited investors" as such-term is delivered in the Securities Act of 1933, as amended, and that any sales of Bonds ina secondary market shall be pursuant an investment lerter.wherein a purchaser shall represent to the-.District, the City and any Trustee, Registrar or Paying Agent, as follows: (1) It isan accredited investor under the Securities Act of 1933, as amended. and is familiar with securities such as the Bonds. (2) It is familiar.with the City, the Commission, the District and the Taxpayer (as defined in the Bond Resolution). It has received such information concerning the City, the Commission; the District, the Bonds. the.Tax-Increment and Taxpayer Payments as it deems 'to be necessary in connection with investment in the Bonds. It has received, ecad and commented upon a copy of this Resolution and the Taxpayer Agreement. Prior to the purchase of the Bonds.:iz.has been provided with the opportunity to ask questions of and receive answers from the representatives of the City, the District the Commission and the Taxpayer concerning the terms and conditions of the Bonds and the tax status of the Bonds; legal opinions and enforceability of remedies -and the security therefor- and to obtain anv additional information needed in order to verify the accuracy of the information obtained to the extent that: the City, the District, the Commission or the Taxpayer possesses such information or eah acquire.it without unreasonable effort or expense.. It is not reiving on Ice :3±143.3 -17- Miller Donadio & Rvan or H. J. Umbaugh & Associates. L.L.P. for information concerning. - the financial status of the Commission or the Taxpayer or the ability of the Commission: or ,.., ;.„ the Taxpayer to honor their respective obligations or other.•.couenants under-this Bond crs:. r -Resolution and the Taxpayer Agreement- It is also not=elying-on the City; the Commission: •.>- or the District for information-concerning the financial status of the Taxpayer•or.the ability:. i .. of the Taxpayer to honor its obligations under the Taxpayer Agreement.-. . -,- (3) It is acquiring the. Bonds for its own account.with no present intent to resell; and that it will not sell, convey, pledge or otherwise transfer. the Bonds:withoutcomptiance- with federal and state securities laws including laws concerning disclosure-and-registration. -••- - (4) It has.investigatedthe security forthe-Bonds, includingtlte availabilityef Tax •°' - Increment and,Taxpayer Payments^to:.iu?satisfaction; and it undecstands-that, the=Bonds aie,°`. payable solely from Tax Increment and Taxpayer Payments and funds held under this--Bond- Resolution and.that neither the City, the District:northe Commission-has the'authority to-- levy a tax to pay the principal of or interest on the Bonds. - - The Bonds maturing on or after February 1, 2009, are redeemable at the option of the Commissionon any date not earlier than October 1. 2007, in whole or in part,.in order of maturity--- determined determined by the Commission and by lot within maturities at face value, plus-accrued interest to the date fixed for redemption plus the following premiums: . • - 2% if redeemed on October 1, 2007 or thereafter on or before September 30, 2008; . I% if redeemed on October 1, 2008 or thereafter on or before September 30, 2009; 0% if redeemed on October 1, 2009 or thereafter prior to maturiry. The Bonds maturing after February 1, 2009 are also subject to redemption on February I, 2009 from.amounts in the Supplemental Reserve Subaccount and the Taxpayer Payment Reserve - Subaccount (both as defined in the Bond Resolution) in excess the Supplemental Reserve Requirement (as defined in the Bond Resolution) at face value plus accrued interest. [The Bonds maturing on February 1. _ are subject to mandatory sinking fund redemption prior to maturity, at a redemption price equal to the principal amount thereof plus accrued interest. on February I in the years and amounts set forth below: 332149.3 -Is- Year Amount • Final Maturity] Each Five Thousand Dollars ($5.000) principal-amount shall be considered a separate Bond for purposes of optional and mandatory redemption provided that no redemption shall result in any Bond remaining outstanding for any amount less than 5100,000. If less than an entire maturity is called for redemption, the bonds to be redeemed shall be selected by lot by the Registrar. If some Bonds are-to be redeemed by. optionabredemptionand- mandatory sinking;fund-.,redemption omthe r r: same date, the Registrar shall select by lot the bonds for optional redemption before selecting the - -Bonds by lot for the mandatory sinking: fund redemption. Notice of any redemption shall be given by the Registrar at least 30 days prior to the date fixed for redemption (unless notice is waived by the owners of the Bonds) as provided in the Bond Resolution. The Commission may, without the consent of, or notice to, the registered owner of this Bond, adopt a supplemental resolution to the Bond Resolution for certain purposes as described in the Bond Resolution. The owners of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Bond Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any particular. any of the terms or provisions contained in the Bond Resolution or in any supplemental resolution other than those provisions covered by the paragraph above. This Bond is transferable or exchangeable.only upon the books of the Commission kept for that purpose at the office of the Registrar by the. Registered Owners, as provided in the Bond Resolution. This Bond shall be issued in fully registered form in the minimum denomination of one hundred thousand dollars ($100,000) or in any integral multiples of 55.000 thereafter. If this Bond shall have become due and payable in accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this Bond or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable on this Bond or portion thereof then outstanding shall be paid or (i) sufficient moneys. or _? ua; -19- (ii) noncailabie, direct obligations of, or obligations the-principai of'and.interest .on which are uncondinonally.guaranteed by,, the United States of America, the,principaLofand-the::interest 'on -which when due will provide sufficient moneys for such purpose. or,(iii) obligations _of any.state of the United States ofAmetica or.any political subdivision_thereof"the Ml-payment of principal of and interest on which (a) are unconditionally guaranfeed'or:insured,by;the: United States-ofAmerica,. or (b) are provided for by an irrevocable deposit ofsecurities-described, in_clause (ii) and are not subject to call or redemption by the. issuer thereof prior-to- maturity or, for'. which- irrevocable instructionsto redeem have:been,given, shall beheld in trust-.fonsuchpurpose sattd_provision,shall also have beenmade for paying, all fees and expenses,in connectionwith-the redemption.-then-and, in that case this Bond shall no longer be deemed outstanding or any inde6tedness-of the District - It' is hereby certified. recited and declared' that all aetsrcoaditions and-things requiied.to be done pmcedentto'and:in:the execution;issuance,.sale and'.deliverY of this.,Bcnd?have'been'properiy done, happened and performed in regular and due form as. prescribed bylaw, and that:£he.total indebtedness of the District„ including. the Bonds, does not.exceed any. constitutional--or statutory limitation of indebtedness. This _Bond -shall not'be valid or become obligatory'for any purpose until the certificate of authentication hereon shall have been duly executed by-the=authorized representative of the Registrar. (front of bond) By: IN WITNESS WHEREOFi the Carmel Redevelopment Commission.has caused this Bond to be executed by the manual or facsimile signature of the'Mayor of the City, in the name of the Cirv of Carmel for and on behalf of the Redevelopment District'of the City; and attested,by the manual or facsimile signature of the Clerk-Treasurer of the.Ciry, who has caused the seal of the City of Carmel to be impressed ord facsimile thereof to be printed hereon. (SEAL) Attest: -i?I49; CITY OF CARMEL, INDIANA Mayor --?0- Clerk-Treasurer. REGISTRAR'S CERTIFICATE OF AUTHENTICATION --This Bond is one of the Bonds described:in the within mentioned Bond Resolution. as Registrar Authorized Representative . The following abbreviations, when used, in the inscri ption on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM-- as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN,ACT - Custodian (Cult) (Minor) under Uniform'Transfers"to Minors Act _ (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (insert name, address and federal tax identification number) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints .attorney to transferthe within Bond on the books kept for the registration thereof with full power of substitution in the premises. 732138.3 -21- NOTICE: Signature(s) must be-guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. (End of NOTICE"' The signature-to this assignment must correspond with the name as-it appears on the face of the. within'-Boiid in everv particular, without alteration or enlargement or any change whatsoever.--:- 'Bond Form) (B) Form of Notec. The form of the Notes shall be set forth in the Note Purchase Agreement. (C) Form of Parity Obligations. The form of any Parity Obligations shall be set forth in the resolution approving the issuance of such Parity Obligations. SECTION 5. SALE OF THE NOTES AND THE 1998, BONDS. i (A) The Clerk-Treasureris hereby authorized and directed to sell each series of the Notes - - to the Note Purchaser at a negotiated sale upon receipt of the purchase price and immediately available funds. Prior to the delivery of the Notes, the Clerk-Treasurecshall obtain a legal opinion addressed to the Commission as to the validity of the Notes from Ice Miller Donadio & Ryan of Indianapolis, Indiana, bond counsel, and shall furnish such opinion to the Note Purchaser. The cost of such opinion shall be considered as apart of the cost incidental to these proceedings and shall be paid out of the proceeds of the Notes. All proceeds of the Notes shall be deposited in the Capital Fund and applied to the Costs of the Projects. (B) After completion ofallthenecessarylegal requirements forthemarketing ofthe 1998 Bonds, the Clerk-Treasureris hereby authorizedand directed to sell the 1998 Bonds to the Purchaser at a negotiated sale, upon receipt of the purchase price, including interest accrued to the date of delivery, in immediately available funds, pursuant to the terms of the Purchase Agreement. The 1998 Bonds shall be sold to the Purchaserat a price of not less than par with a discount not to exceed 570.000. Prior to the delivery of the 1998 Bonds. the Clerk-Treasurer shall obtain a legal opinion addressed to the Commission as to the validin of the 1998 Bonds from Ice Miller Donadio & Rvan of Indianapolis. Indiana, bond counsel. and shall fiunish such opinion to the Purchaser. The cost of such opinion shall be considered as part.of the costs incidental to these proceedings and shall be paid out of proceeds of the 1998 Bonds. Accrued interest and capitalized interest received from the sale of the 1998 Bonds shall be deposited in the Bond Principal and Interest Account. An amount not to exceed the Debt Service Reserve Requirement shall be deposited in the Debt Service Reserve Account. The remaining proceeds.of the 1998 Bonds shall be deposited in the Capital Fund. If the Notes are issued, upon sale of the 1998 Bonds, the Paying Agent is directed to notify the owners of the Notes of the redemption of the Notes in accordance with Section 3(A)(1). SECTION 6. DELIVERY OF INSTRUMENTS. The Commission hereby authorizes and - _ T.. directs the Mayor, the Clerk-Treasurerand the,President or Vice,President of the Commission, and each of them, for and on behalf of the City, the Commission and the District to prepare, execute and deliver any and all instruments, letters, certificates, agreements and.documents as the executing official, the City Attorney or Ice Miller Donadio & Ryan determines is necessary or appropriate to consummate the transactions contemplated by this Resolution, including the Note Purchase Agreement, the Purchase Agreement and the Taxpayer Agreement and such determination shall be conclusively evidenced by the execution thereof. The instruments, letters, certificates, agreements and documents, including the Notes and the Bonds, necessary or appropriate to consummate the transactions contemplated by this Resolution shall, upon execution,- as contemplated herein, constitute the valid and binding obligations or representations and warranties of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission t are hereby authorized and directed. SECTION 7. PURCHASE AGREEMENT, NOTE PURCHASE AGREEMENT AND TAXPAYER AGREEMENT. (A) The Commission hereby approves the form of Purchase Agreement substantially in the form presented at the meeting at which this Resolution is adopted, by which the 1998 Bonds are to be sold to the Purchaser. The President or Vice President of the Commission and the Mayor are hereby authorized and directed to execute, and the Secretary of the Commission and the Clerk- Treasurer of the C ity are hereby authorized and directed to attest and affix the seal of the City to, the Purchase Agreement. with such changes and revisions thereto as they deem necessary or appropriate to consummate the transactions contemplated thereby. Such execution and attestation shall be conclusive evidence of their approval of such changes and revisions. The Purchase Agreement in the form executed shall constitute the valid and binding obligation of the Commission. acting in the name of the City, the full performance and satisfaction of which by the Commission is hereby authorized and directed. (B) The Commission hereby approves the Mote Purchase Agreement substantially in the form presented at the meeting at which this Resolution is adopted. by which the Notes are to be sold to the Note Purchaser. The President or Vice President of the Commission and the Mayor are hereby M 148A -23- authorized and directed to execute, and the Secretary o I the Commission and.the Clerk-Treasurer of the City are hereby authorized and directed to attest and-.affix. the seal of the City to, the Note Purchase Agreement, with such changes and revisions thereto: as-they.:deetnnecessary.or.appropriate to consummate. the transactions contemplated thereby_sSuctiexecution--and:attesmtion shall be conclusive evidence of their approval of such .changes.;an&revisions.:..Each-.Note Purchase Agreement in the form executed shall constitute the valid•and:binding obligation of the Commission, acting in the.name of the City, the full performanceand satisfaction of_which+by the Commission is hereby authorized.and.directed. (C) TheCommission.asauthorizedbythe:Oct, hereby approves the Taxpayer Agreement by which the Taxpayer agrees to pay the Trustee, the Taxpayer-Payments to secure the 1998 Bonds, substantially. in the form presented to the meeting at.which-this. Resolution .was. adopted. -The President.or Vice President. of. the Commission is.authorized-and,directed, to. execute,. and the Secretary of the Commission. is hereby authorized and directed to attest the Taxpayer Agreement with such changes and revisions thereto as they deem necessary or appropriate, upon advice of counsel, to. consummate the transactions contemplated thereby.and such execution and.artestation shall be conclusive evidence of their approval of such changes and revisions. The Taxpayer Agreement in the form executed shall constitute the valid and binding obligation of the Commission, acting in.the name of the City, the full performance and. satisfaction of which by the Commission is hereby authorized and directed. SECTION 8. OFFERING MEMORANDUM AND CONTINUTNG DISCLOSURE. (A) The distribution of an offering memorandum prepared for and on behalf of the Commission, is hereby authorized and approved and the President of the Commission or the Mavor is authorized and directed to execute the final Offering Memorandum on behalf of the Commission in a form consistent with this Resolution and the Purchase Agreement. If necessary, the President of the Commission or the Mayor is hereby authorized to designate the placement memorandum as ,,nearly final' for purposes of Rule 15c2-12, as amended and as adopted by the Securities and Exchange Commission ("Rule l 5c2-12"). (B) If the Notes or 1998 Bonds are subject to Rule I Sc2-12. then with respectto the Notes or 1998 Bonds, respectively, the President or Vice President of the Commission or-the Mavor are hereby authorized.to.execute and deliver a continuing disclosure undertaking agreement upon delivery of the Notes or the 1998 Bonds, respectively ("Continuing Disclosure Agreement"). If the 1998 Bonds are subject to Rule 15c2-12. the President or Vice-President of the Commission or the Mayor are hereby authorized and directed to obtain a continuing disclosure undertaking agreement from the Taxpayer. Notwithstanding any other provisions of this Resolution, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder. SECTION 9. EXECUTION OF THE MOTES AND THE 1998 BONDS. The Mavor is hereby authorized and directed to execute the Notes (i f issued) and the 1998 Bonds with his manual 232148.7 -24- or facsimile signature and the.Clerk-Treasurer is hereby directed to have the Notes and the 1998 f Bonds prepared. attest the Notes and the 1998 Bonds with.her manual or facsimile signature, and cause the seal of the City to.be impressed.or.a facsimile thereof to be printed on the Notes and the .1998_ Bonds, all in the form and manner-herein! provided.If any officers whose signature or facsimile signature shall appear,on. the Notes or the Bonds shall cease to be such officer before the delivery of the.Notes and-the Bonds such signature.shall nevertheless be used and sufficient for all purposes the same as if such officer.had remained in otfice.until the date of delivery of the Notes or the Bonds even though such officer may. not have been so authorized or have held such office. Upon the consummation of the sale of the Notes (if issued), the Clerk-Treasurer shall receive from the Note Purchaser the amount to be: paid for.. the. Notes and. deliver the Notes to the Note Purchaser. .. Upon consummation of the sale of.the. 1998 Bonds, the Trustee shall receive from the Purchaser the amount to be paid for the,1998 Bonds and deliver the 1998 Bonds to the Purchaser. SECTION 10... REDEVELOPMENT DISTRICT CAPITAL FUND. (A) The Redevelopment District Capital Fund is established pursuant to IC 36-7-14-26. Proceeds of the Notes and the 1,998 Bonds deposited in the Capital Fund shall be deposited in a separate account of the Commission, acting in the name of the City, and kept separate and apart from all other funds of the City, the Commission and the District and may be invested only in Qualified Investments as permitted by law. The Trustee shall administer the moneys in the Capital Fund in accordance with this Resolution. The proceeds in the Capital Fund and investment earnings on amounts in the Capital Fund shall be:expended only to pay-the Costs of the Projects and Debt Service on the 1998 Bonds. Upon issuance of the 1998 Bonds; the Notes, if issued, shall be called for redemption as provided in Section 3 and proceeds of the 1998 Bonds in the Capital Fund shall be immediately set aside and used for the repayment of the principal of and interest on the Notes. The remaining proceeds of the Notes and the 1998 Bonds shall be applied to pay remaining Costs of the Projects. (B) Before the eleventh day of each calendar month, the Trustee shall notify the Commission of the amount in the Capital Fund at the close of business on the last day of the preceding month. (C) The Trustee shall disburse from the Capital Fund the amount required for the payment of the remaining Costs of the Projects upon the receipt of duly authorized claims filed in accordance with Indiana law and approved by the Commission. (D) If. after paymentof all claims tendered under the provisionsof this Section. anv funds shall remain in the Capital Fund, the Trustee shall transfer all moneys then in the Capital Fund (except moneys reserved to pay any disputed or unpaid claims); as directed by the Commission, to the Bond Principal and Interest Account to pay principal and interest on the Notes. Debt Service on the 1998 Bonds or. as directed by the Commission, for the same purpose or type of project for which the 1998 Bonds were issued. in accordance with IC 5-1-13. as amended from time to time. :;2148.3 -25- SECTION 11. FLOW OF FUNDS. (A) Creation of Funds and Accounts, (1) There is hereby created in the Allocation Fund the following accounts: (i) a Bond Principal and Interest Account (consisting of a Capitalized Interest Subaccount, a Tax Increment Subaccount and a Taxpayer Payment Subaccouni);. (ii) a Debt Service Reserve _ Account; and (iii) a General Account (consisting of a Supplemental Reserve Subaccount- a Taxpayer Payment Reserve Subaccount and an Improvement Subaccount). The Allocation Fund and the accounts created thereunder shall be held by the Trustee. All Tax Increment shall immediately upon receipt by the City, be deposited with the Trustee and set aside in the following accounts, in the following order of priority: (a) Bond Principal and Interest Account; (b) Debt Service Reserve Account; and (c) General Account. Tax Increment shall be held in trust and pledged for the benefit of the Owners of the Bonds shall be applied, used and withdrawn only for the purposes authorized in this Section 11. ( (2) All Taxpayer Payments shall immediately upon receipt by the Trustee be deposited in the following accounts in the following order of priority: (a) Taxpayer Payment Subaccount; (b) Debt Service Reserve Account; and (c) Taxpayer Payment Reserve Subaccount. Taxpayer Payments shall be held in trust and pledged for the benefit of the Owners of the 1998 Bonds and shall be applied. used and withdrawn only for the purposes authorized in this Section. 11. (3) The Tax Increment. Taxpayer Payments and amounts in the Allocation Fund shall be invested in Qualified Investments at the direction of the Clerk-Treasurer. Interest earned in each fund or account shall be credited to such fund or account. Funds in the Supplemental Reserve Subaccount and the Taxpayer Payment Reserve Subaccount shall be invested in Qualified Investments at a vield not in excess of the yield on the 1998 Bonds. 232118.3 -26- (B) Bond Principal and Interest Account. , t (1) Capitalized Interest Subaccount. Proceeds of the 1998 Bonds deposited in the Capitalized Interest Subaccount of the.-Bond.- Principal an d Interest Account. and .-... investment earnings on such proceeds, shall be used only to pay interest on the 1998 Bonds beginning on the August 1, 1998 and on each August 1 and February 1 thereafter until the Capitalized Interest Subaccount is depleted. Interest on the 1998 Bonds shall be paid first from amounts in the Capitalized Interest Subaccount, before using funds on deposit in the Tax IncremenrSubaccount, the Taxpayer Payment Subaccount; the. Debt Service Reserve Account or the General Account. (2) Tax Increment Subaccount. There shall immediately be set aside from the Allocation Fund an d deposited into the Tax Increment Subaccount of the Bond Principal and Interest Account, upon receipt of Tax Increment.by the City, an amount of money which. after taking into account moneys already in the Capitalized Interest Subaccount, is equal to the Debt Service on the Bonds due and payable on the immediately succeeding February 1 and August 1 until the amount on deposit in the Bond Principal and Interest Account is sufficient to pay Debt Service payable through the next February 1. If Tax Increment is not sufficient to pay Debt Service payable through the next February 1, Taxpayer Payments in an amount sufficient to make up the shortfall allocable to the 1998 Bonds shall be deposited in the Taxpayer Payment Subaccount of the Bond Principal and Interest Account as provided below. No deposit need be made to the Tax Increment Subaccount to the extent that the 1 ' available amount in the Bond Principal and Interest Account is at least equal to the amount of Debt Service becoming due and payable on all outstanding Bonds through the next February 1. All money in the Tax Increment Subaccount shall be used and withdrawn solely for the purpose of paying Debt Service as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (3) Taxpayer Payment Subaccount. If on any January 2 or July 1, the Tax Increment collected in the Allocation Area on or about the immediately preceding December 31 or June 30, respectively, is less than the.Minimum Tax Increment for that date. the Trustee is hereby directed to implement the procedures in the Taxpayer Agreement for collecting the Taxpayer Payments from the Taxpayer to be applied toward the 1998 Bonds. All Taxpayer Payments so collected shall immediately be deposited in the Taxpayer Payment Subaccount and shall be used to pay the principal of and interest due on the 1998 Bonds on the immediately succeeding February I or August 1. Taxpayer Payments shall be deposited in the Taxpayer Payment Subaccount until the balance, together with funds in the Tax Increment Subaccount, is sufficient to pay Debt Service.due on the 1998 Bonds through the next February 1. Any excess amount shall be transferred to the Debt Service Reserve Account. if necessary, and then to the Taxpayer Payment Reserve Subaccount of the General Account. 232118.3 -27- i (C) Debt Service Reserve-account. After making the deposits to the Tax Increment Subaccount described in (13)(2) and the Taxpayer PavmentSubaccountas described in (B)(3), the Trustee shall deposit Tax Increment and-Taxpayer Payments: respectively,.in the-Debt Service Reserve Accountamtil the balance equals the Debt Service Reserve Requirement_Jf the balance-in the Debt Service, Reserve Account is ever less than the Debt:Ser.vice Reserve-Requirement, all Tax Incrementand Taxpayer Payments not required for the-Bond Principal-and Interest Account shall be deposited in the Debt Service Reserve Account until-the balance equals the Debt Service Reserve Requirement. Moneys. deposited and maintained in;the.Debt. Service: Reserve-AccounrshalI.be applied to,the.payment ofthe principal of and- interest-on the 1998 Borids to the extent that amounts in the Bond Principal and Interest Account and the General. Account.are insufficient to pay Debt Service when due and payable. If moneys in the Debt Service-Reserve Account are transferred to the Bond- Principal -and Interest Account to pay Debt Service-on the 1.99&88 ads,--the dep}eori-ef - the balance7in:the Debt. Service: Reserve Account shall be. made up from any moneys in--the General • - Account (as provided,in(D)) and from the next available -Tax Increment-and Taxpayer Payments aftenthe required deposits to the Tax Increment Subaccount and the Taxpayer Payment Subaccount, respectively, of the Bond Principal and Interest Account are made. Any moneys in the Debt Service Reserve Account in excess of the Debt Service Reserve Requirement (including investment earnings) shall be deposited in the Tax Increment Subaccount and applied as set forth in (B)(2) of this Section. The Commission, upon.the advice of its financial advisor, hereby finds that funding the Debt •1 Service Reserve Account is reasonably required and that the Debt Service Reserve Requirement is no larger than-necessary to market the 1998 Bonds. The Commission further finds that the Debt Service Reserve Requirement is directly related to the Projects because the 1998 Bonds could not be issued to fund the Projects without the Debt Service Reserve Account. The debt service reserve requirement, if any, for any Parity Obligations shall be set forth in the resolution authorizing the Parity Obligations. . (D) General Account. (1) After making the deposits described in (A), (B) and (C), the Trustee shall deposit any remaining Tax Increment in the Supplemental Reserve Subaccount of the General Account of the Allocation Fund until the-balance in this Subaccount together with the balance in the Taxpayer Payment. Reserve Subaccount. equals the Supplemental Reserve Requirement.. After making the deposit described in the preceding sentence, subject to (D) (4) below,. the Trustee shall deposit any remaining. Tax Increment in-the Improvement Subaccount to be applied in the following order of priority: (a) to pay Debt Service due on the 1998 Bonds. (b) to fund or replenish the Debt Service Resen•e Account or the Supplemental Reserve Account: :32148.3 -? s- (c) at the option of the Commission. to redeem or purchase the 1998 Bonds prior to maturity; or .... , (d) to pay.debt-service due on any subordinate-. obligations; . (e) at the option of the Commission to pay, or reimburse the City for, the costs ofacquiring or constructing additional local public improvements in the Area; (f). for any other purposes permitted by the Act, including distributions to the taxing units as provided under the Act. .(2) After making the deposits- described in (B)(3) and (C), the Trustee shall . •- deposit any<remaining Taxpayer Payments in the Taxpayer Payment Reserve.Subaccount of the General.Account until the balance in this Subaccount, together with the balance in the Supplemental Reserve Subaccount,,equals the Supplemental Reserve Requirement. Upon • retirement of all of the 1998 .Bonds, .any balance in the Taxpayer Payment Reserve Subaccount shall be returned to the Taxpayer. (3) Monies deposited and maintained in the Supplemental Reserve Subaccount and the Taxpayer Payment Reserve Subaccount shall be applied on a pro rata basis (based on their. respective subaccount balances) in the following order of priority: (a) to pay Debt Service on the 1998 Bonds to the extent that amounts in the Bond Principal and Interest Account and the Improvement Subaccount are insufficient to pay Debt Service when due and payable; and (b) to fund or replenish the Debt Service Reserve Account (after the Improvement Subaccount is depleted). (4) If the collective balance in the Supplemental Reserve Subaccount and the Taxpayer Payment Reserve Subaccountexceeds the Supplemental Reserve Requirement, the Commission shall direct the Trustee to use any excess to redeem a portion of the 1998 Bonds as provided in Section 3(C) (1) solely from funds in the Supplemental Reserve Subaccount or to return funds in the Taxpayer Payment Reserve Subaccount to the Taxpayer. On February 1. 2009 after the Supplemental Reserve Requirement is reduced on January 1, 2009, the Trustee shall without further direction. redeem 1998 Bonds at face value plus interest accrued to the redemption date in an amount equal to (within authorized denominations) the excess amount above the reduced Supplemental Reserve Requirement to the extent that funds for such redemption are available in the Supplemental Reserve Subaccount. (5) The Commission. upon the advice of its financial advisor and the Purchaser. hereby finds that the funding of the Supplemental Reserve Subaccount and the Taxpayer :32148.3 _N_ C 1 Payment Reserve-Subaccount is no larger than necessary to market the 1998 Bonds. The Commission further finds that the Supplemental ReserveRequiremenris directly related to the Projects because the 1998 Bonds could not-be-issued to.fund: the Projects _without the Supplemental Reserve:Requirement.. . . (E) No Prior Liens: The Commission, acting in the name:of the City, represents and • _ warrants that, there are.no prior liens, encumbrances or otherrestrictions?on:the.Tax Increment,the Taxpayer Payments or on.the.City's ability to pledge-the Tax Increment or:the Taxpayer.. Payments for the benefit of the Owners of the 1998 Bonds. SECTION 12. ISSUANCE OF ADDITIONAL BONDS. (A) Parity Notes, The Commission: reserves the righrto authorize,and;issue.Notes:on•a. parity with the Notes for the purpose of raising money to complete the Projects, to refund the Notes or for any other purposes permitted by the Act. Except as provided in this Resolution, the terms and conditions of any parity notes shall be set forth in the resolution authorizing the issuance of such parity notes. (B) Pa_r;ty Obligation. The Commission reserves the right to authorize and issue Parity. Obligations of the Commission, acting in the name of the City,, payable from Tax Increment for the ,_. purpose of raising money for future local public improvements or economic development projects in the Allocation Area or to refund the Bonds or other Parity Obligations. If any Parity Obligations -A are issued pursuant to this Section 12, the term "Bonds" in this Bond Resolution shall, unless the context otherwise requires, be deemed to refer to the 1998 Bonds and such Parity Obligations. The authorization and issuance of such Parity Obligations, which shall be payable from Tax increment. shall be subject to the following conditions precedent: (1) All principal and interest payments with respect to all obligations payable from Tax Increment shall be current to date in accordance with the terms thereof. with no payment in arrears. (2) For Parity Obligations payable from Tax Increment without a special benefits tax levy under IC 36-7-11-27 or a pledge of local income taxes, the Commission and the Trustee shall have received a certificate prepared by an independent. qualified accountant or feasibility consultant (the "Certifier") certifying the amount of the Tax Increment estimated to be received in each succeeding year. adjusted as provided below, which estimated amount shall be at least equal to one hundred fifty percent (150%) of the lease rental and debt service requirements with respect to the outstanding Bonds and the proposed Parity Obligations, for each year durine the term of the outstanding Bonds. In estimating the Tax Increment to be received in any future year. the Certifier shall base the calculation on assessed valuation actually assessed or estimated to be assessed as of the assessment date immediately preceding the issuance of the Parity Obligations. provided. however: the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements 2:2148.3 -30- granted to property owners in the Allocation Area. If the Parity Obligations are also payable from a special benefits tax under IC 36-7-1-27 or an income tax; the test in this paragraph (2) does not need to be met. (3) Principal on any Parity Obligations shall be payable annually on February 1, interest on.any Parity Obligations shall be payable semiannually.on February I and August 1 and lease rentals on Parity Obligations which are leases shall be payable semi-annually in approximately equal installments on February 1 and August 1. ; Except as provided in this Resolution, the terns and conditions of any Parity Obligations shall be set forth in the resolution authorizing the issuance of such Parity Obligations. The Taxpayer Payments shall be calculated, as provided in the Taxpayer Agreement; as if the Parity Obligations .. had.not been issued. (C) Subordinate Obligations. The Commission, acting in the name of the City, may issue bonds or other obligations or enter into leases which are junior and subordinate to the Bonds. The tetras and conditions of such subordinate obligations will be set forth in a resolution adopted by the Commission. Principal of and interest on any subordinate obligations and lease rentals shall be payable out of Tax Increment as set forth in Section 1.1 on the dates set forth in Section 12(B)(3). SECTION 13. TAX COVENANTS. (A) In order to preserve the exclusion from gross income of interest on the Notes and the 1998 Bonds under the. Code and as an inducement to the Note Purchaser and the Purchaser, the Commission represents, covenants and agrees that: (1) The Projects will be available for use by members of the general public. Use by a member of the general public means use by natural persons not engaged in a trade or business. No person or entity, other than the Commission. the City or another state or local governmental unit, will use more than 10% of the proceeds of the Notes or the 1998 Bonds or property financed by proceeds of the Notes or the 1998 Bonds other than as a member of the general public. The Projects consist of the construction of certain road and drainage improvements and traffic signals in or. serving the Area and will be available for general public use. No person or entity, other than the Commission. the City or another state or local governmental unit, will own property financed by Note or 1998 Bond proceeds or will have actual or beneficial use of such property pursuant to a lease. a management or incentive payment contract. an arrangement such as a take-or-pay or output contract or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from the use by the general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of the Notes or the 1998 Bonds. If the City or the Commission enters into a management contract for the Projects. the terms of the contract will comply with IRS Revenue Procedure 97-13, as it may be amended. supplemented or superseded for time to time. so that the contract will not give rise to private business use under the Code and the Regulations. unless such use in aggregate relates to no more than 10% of the proceeds of the Notes or the 1998 Bonds. -31- (?) No more.than 5% of the.:Note or-1998' Bond'.proceedswill be.loaned to any _ entity.or.person. No more?than 51K,of the Note: or 1998`Bond...proceeds-will:be transferred, directly.or..indirecdy,or deemed,u=ferred to any-person or--entity other. thamanother-state -„ or local-govemmental unit iwariy manner. that woitid:in substance_constitute.a:l-oan:of the Note..or 1.998Bond proceeds. (3) No-more tban.a%ofthe.proceeds ofthe.1998sBbnds.will_.be artributable to private business use as... described: in- paragraph, .(1-) .attributable- to unrelated. or. disproportionate private business use. For this purpose, the private° business use test is applied by taking;into account only use that is notrelated to any governmentuse of proceeds of the:issue(Unrelated Use) and use that is related, but disproportionatetoany-govet?tal use.of:those-proceeds.(Disproportionate:Use). - - .• - (4) The.Commission -reasonably expects that the, Notes or 1.998•Bonds will-not - meet either the private business, use test described in paragraph J) or the private loan test described in paragraph (Z) above during the entire term of the Notes and the 1998 Bonds. (5) The Commission and-the.City"will not take any action or. fail to take any action with respect to the Notes or the 1998 Bonds that wouId result in the loss of the exclusion from gross income for-federal tax purposes of-interest, on the, Notes or the 1998 Bonds under Section 103 of the Code, nor- will' it act in any other-manner which would adversely affect such exclusion; •and the Commission and the City will not make, any - investment or do any other act or thing during; theperiod tharNotes`or "the 1998 Bonds are outstanding which would cause any of Motes or the 1998 Bonds, respectively, to be "arbitrage bonds" within the.meaning;of Section 148-of the Code. The,Commission and the City covenant attdagree not to enter ihto.any,contracts or arrangemenfs which would cause the Notes or the 1998 Bonds to be treated a_s,privateactivity bonds under Section 141 of the Code. (b) Neither the'Notes or the,1998 Bonds are private. activity bonds as defined in Section 141 ofthe.Code: (7) Neither the Notes or the 1998 Bonds are federally?guaranteed,under Section 149(b) of the Code. (8) The covenants !in-this Section 13 are,based solely on current law in effect and in existence on the date of issuance of the Notes•or-,the 1998 Bonds. It shall not be an,eyent of default under this Resolution if interest on t} a Notes or the 1998 Bonds is not excludable from gross income pursuant to any provision of the Code which is not.in existence and in effect on,the.issue dare ofsuch.Notes or such 1998 Bonds. (9) All officers, members. employees and agents of the Commission and the`Cirv -are authorized and directed to. provide: certifications of facts and estimates that are material to the reasonable expecmuonsof the, Commission as,of the date the Notes or the 1998 Bonds - are issued, and to enter into covenants;evidencing-the Commissiorfs commitments made in this Resolution. In particular, all or. any officers of the Commission and the City are authorized to certify and enter into covenants for the-Commission regarding the facts and circumstances and reasonable expectations of the Commission on the, date the Notes or the 1998 Bonds are issued and the commitments made by.the Commission regarding the amount and-use of the:ptoceeds of the 1998 Bonds. (B) Notwithstanding any. other provisions of this. Resolution, the covenants and authorizations contained in,this Resolution ("Tax Sections" )•%vhich are designed to preserve the r., exclusion of interest on the:Notes-and the 19.98-Bonds,from-gross income for federal tax purposes ("Tax Exemption") need not be complied with if the Commission receives an opinion of nationally recognized bond counsel satisfactory. to the Commission that any Tax-Section is unnecessary to preserve the Tax Exemption. (C) Any Parity Obligations will be subject to the tax covenants set forth in the resolution authorizing the issuance of such Parity Obligations. SECTION 14. CONTRACTUAL NATURE OF THIS RESOLUTION. (A) The provisions of this Resolution shall constitute a contract by and between the Commission, acting in the name of the City, and the owners of the Notes and the Owners of the 1998 Bonds.. Afterthe issuance of the 1998 Bonds, this Resolution, and the definition of, or the manner of determining, allocating or collecting the Tax Increment or the lien created by this Resolution, shall not be repealed. amended or impaired in any respect which will adversely affect the rights of Owners of the..Bonds. (except as specifically permitted in Sections 16 and 17), nor shall the Commission adopt any law, ordinance or resolution which in any way adversely affects the rights of such Owners so long as any of the Bonds remains unpaid. (B) (1) The Commission, acting in the name of the City, covenants not to impair the pledge of the Tax Increment and Taxpayer Payments to the payment of the 1998 Bonds so long-as any of the 1998 Bonds are. outstanding, or to impair any other pledge or covenant under this Resolution during that peri od. (?) The Commission further covenants not to change, alter or diminish the Area in any wav that would adversely affect the Owners of the 1998 Bonds so long as any of the 1998 Bonds remain outstanding or to dram any tax abatements on property in the-Allocation Area on any property used in the projections of Tax Increment prepared at the time of the issuance of the 1998 Bonds other than tax abatements shown in those projections. 333? I JR:3 ?» ^ SECTION 15. DEFEASANCE OF THE BONDS. (A) if, when the Bonds or a portion thereof shall.-have become due:andrpayable in .: accordance with their terms or shall, have been duly called`for redemption or irrevocabieriisstrttctions to call the Bonds or a ,portion thereof for redemption shall have been given, -andithe,-who le.amotint ofthe Debt Service so d'ue.and payable-,upon the Bonds or aportion thereof then outstanding shall be paid or (i) sufficient moneys; or (ii) noncallable; direct obligations of,,or obligations the principal. ofand:interest on-which,are unconditionally guaranteed..bv, the United,States-of America, the- _ pri ncipal of and the interest on which when due will provide sufficientmoneys -for:suph+purpose; or _ (iii) obligations of any state ofthe United'States of America or any p o I itical subdivision thereof, the full payment of principal of, and interest on which (a) are unconditionally guaranteed or insured by the,United,States of America, or (b) are provided for by an irrevocable deposit of securitiesd'ribed in ciause,(ii) and are,not subject to call or redemption by, the issuer:thereof prior to maturity orfor which,irrevocabic.instructions?to redeem.have been given, shall, be held in truscfor such purpose; and provision shall also'h'ave been made for paying all fees and expenses in connection with the redemption, then and in that case the',Bonds or such portion thereof shall no longer be deemed. outstanding or an indebtedness of the Commission, acting in the.name of the.City. If no principal of or, interest on the Bonds or any subordinate obligations 'is outstanding, any remaining fund (including,Tax Increment) shall be used as provided in IC-')64-14-34 or any'successor, provision. (B) No deposit under this Sectioh.shall`-be:made or accepted under this-Section-and no use made of any such deposit unless; the Cornniission shall, have received a verificatia"from an accountant or firm of accountants appointed. by the Clerk-Treasurer and acceptable to the. Commission verifyingthe,sufficiencyof the depositto pay the principal of the Bbndsto the due date,, whether such due date be by reason:of'maturiry or upon redemption. SECTION 16. AMENDING`SUPPLEMENTAL'RESOLUTION. The Commission may, without the consent of. or notice to, the owners of the Notes or the Owners of the Bonds, adopt a supplementaltresolutionforanv.one or more of the following,purposes: (A) To cure any amb'iguiry or formal defector omission in this Resolution; (B) To, grant to or confer upon the owners of the Notes or the Owners of the Bonds any additional benefits, security, rights, remedies. powefs onauthoriiies that,may lawfully be granted to or conferred upon the owners of?the Notes or the Owners of the Bond's, respectively; (C) To modify, amend or supplement this.Resolution-to permit the qualification of the Notes or the Bonds for sale under the securities Uwsiof the,Uhited States,of America or of any of the states of the United States-of America or'the qualification of:this Resolution under the Trust Indenture Act of 1939. as amended, or anv similar federal statute hereafter in effect if such modification: amendment or supplement will notha%-e a.materialadverse effect on the owners of the Notes or the Owners ofthe Bonds: ?S? 1 a8,; -? ?r (D) To provide for the refunding or advance refunding of all or a portion of the Notes or the Bonds; (E) - To amend the Resolution to permit the Commission,. acting in.the name of the City, to comply with any future federal tax law or any covenants contained in any supplemental resolution with respect to compliancewith future federal tax law; (F) To provide for the issuance, of parity Notes, Parity Obligations or subordinate obligations; (G) To subject to the Bond Resolution additional revenues, security, properties or collateral; and (I) To amend the Resolution for any other purpose which in the judgment of the Commission does not adversely affect the interests of the owners of the Notes or the Owners of the Bonds in any material way. SECTION 17. CONSENT TO SUPPLEMENTAL RESOLUTIONS: (A) The owners of the Notes or the Owners of not less than fifty-one percent (5i%) in aggregate principal amount of the Bonds then outstanding shall have the, right, from time to time, anything contained in the Reselutionto the contrary notwithstanding, to consent to and approve_the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding;to or rescinding„ in any. particular, any of the terms or provisions contained-in this Resolution or in any supplemental resolution otherahan•those provisions covered by Section 16; provided however, that nothing in this Section contained shall permit, or be construed as permitting, without the consent of the Owners of all the then outstanding Bonds affected, (a) an extension of the maturity of the principal of and interest on any Bonds payable from Tax Increment, or (b) a reduction in the principal amount of any Bond or change in the rate of interest or (c) a privilege or priority of any .Bond or Bonds over any other Bond or Bonds, or (d) a reduction in.the aggregate principal amount of the Bonds required for consent to such supplemental resolution, or (e) a change in the•provisions regarding the collection, deposit. and allocation of Tax Increment asset forth in IC 36-7-14-39, as in-effect on the date of the issuance ofeach series of the 1998 Bonds and in the Bond Resolution or in`the lien on the Tax Increment and Taxpayer Payments. or (f) the creation of any lien securing any Bonds other than a lien ratably: securing all of the Bonds at anytime outstanding hereunder. or (g) a change in the method of accrual, of interest, on any Bonds. or (h) a,reduction.in the Debt Service Reserve -Requirement or the Supplemental Reserve Requirement. (B) If at any time.the•Commissiondesires to adopt.asupplemental resolution for anv of .the purposes permitted inthis Section. the Commission shall cause notice of the proposed adoption of such supplemental resolution to be mailed by registered orcertified'maH to each owner of the Notes or Owners of the Bonds at the address shown on the registration books maintained by the 1a; -3S- Registrar. Such "notice shall'briefly"set forth the nature:o f the proposed supplemental resolution and shall state that copies of it.are on file at its office for:'inspecnon-byall owners'of the.-Notes or the Owners of the Bonds. If, within 60 days; or such longer periodas.shait,be prescribed-by-the__ Commission :foilowing the-mailingof such notice, the owners of;theVotes: and`the Owners:of:not-- 'less than fifty-one,percent (51 %) in aggregate principai;amount ofthe Bonds:outstanding at the tirne of the execution of any such supplemental. resolution shall have aconsented- to and- approved the execution of such supplementalresolution, no'noteowner or.sdbsequentQvmersof the.Bondsshall r have.any right; to object to any of the terms and provisions contained therein;-or.the; operation thereof. or in any manner.•to question the propriety of the adoption thereof or to enjoin or restrain the Commission-from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any such supplemental resolution asas permitted and provided by this Section, this Resolution shall be and be deemed to be modified' and amended in accordance therewith. (C) Any consent„ request, direction, approval, objection or other'instrument required-by this Resolution to be signed and executed by the owners of the Notes or the Owners of the Bonds; maybe in any number or concurrentwritings of similar, tenor and may be.signed or executed by the owners of the Notes or the Owners of the bonds, respectively in person or by agent appointed iii writing. Proof of the execution of any such consent :request, direction; approval,. objection or other instrument or of the writing appointing any such agent and of the ownership of Notes or-the Bonds, if made in the following manner; shall be sufficient for any of the purposes of this Resolution, and shall be conclusive in favor of the City with regard to any actiontaken .by it or them under such-, requestor'other instrument, namely: (I) The factand date of the execution by any person of any such writirig.may be proved (a) by ihecertificateof any officer is any urisdiction who by law has power' to take acknowledgments within such, jurisdiction that the person signing such writing acknowledged before him the execution thereof, or (by by an affidavit of any witness to.such execution. (?) The fact of o%knershipof the Notes and-the Bonds or the amountor amounts. numbers and.other identification of the dotes orthe Bonds. and the date of hoidingthe same shall be,proved by the, registration "=. books niaintained.by the Registrar, SECTION 18. EVENTS OF DEFAULT (A) If any of the following events_ occur; it -is hereby defined' as and declared to be and to constitu e'an "Event of Default": (1') Default in the due and punctual paymento Zany interest'on anv Note or Bond: or :3-48.3 6- (2) Default in the due and punctual payment of the principal of any Note orBond at its stated maturity or mandatory redemption date. (B) (1). Upon the. occurrence of-an Event of Default, the Trustee. shall notify the owners of the Notes or the Owners of all Bonds, as the case may be, then outstanding of such Event of Default by registered or certified mail, and will have the following rights and remedies: . (a) The Trustee may pursue arty-available remedy at law or in equity or by statute to enforce the payment.of the principal.of and interest on the Notes or the Bonds then-outstanding, including enforcement of the Taxpayer Agreement. (b) Upon the filing of a suit or other commencement of judicial proceedings -tozenforce •any-rights of thea:Trustee-and of the.owners under this Resolution, the Trustee will be entitled, as amatter of right, to the appointment of a receiver or receiversof the Trust Estate and of the revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. (c) If the Trustee certifies that there is sufficientmoney on deposit in the funds and accounts under this Resolution to pay Debt Service on all the Notes or the outstanding Bonds, the Trustee may declare the principal of andaccrued interest on. all Notes or Bonds, respectively, to be due and payable immediately in accordance with this Resolution. (d) The Trustee may use any money in the Capital Fund or the Allocation Fund to pay debt service on the Notes or Debt Service if there is an Event of Default (2) No right or remedy by the terms of this Resolution conferred upon or reserved to the Trustee or to the owners of the Notes or the owners is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall, be cumulative and shall be in addition to any other right or remedy given to the Trustee, the owners-of the Notes or to the Owners hereunder or now or hereafter existing at law, or, in equity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or employment of any other,right or remedy. (3) No delay or omission to exercise, any right or remedy accruing upon anv Event of Default shall impair any such right or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right or remedy may be exercised from time to time and as often as may be deemed expedient. (4) No waiver of any Event of Default. whether by the Trustee. the owners of the Notes or by the owners. shall extend to or shall affect anv subsequent Event of Default or shall impair any rights or remedies consequent thereon. ?zias.r r' (C) Anything in this Resolution to the contrary notwithstanding, the owners of a majority in aggregate principal amount of outstanding Notes and the Owners of a. majority in aggregate. principal amount of the outstanding Bonds shall have the righLat•any.time dining the continuance of an Event of Default, by an instrument or instruments in writing executed and delivere -to the Trustee, to direct the time, method and place of conducting all proceedings to betaken in connection ,• • with the enforcement of the terms and conditions of this Resolution, or for -the:appointment. of a •- receiver or any other proceedings' hereunder, provided that such direction shall not be otherwise than in accordance. with the provisions of law and of this Resolution. -- - - (D) (1) All money received hereunder pursuant to any right or remedy given or action taken upon occurrence of an Event of Default under this Resolution shall, after payment of the costs and expenses of the proceedings resulting in the-collection of such -money and of the expenses-, liabilities and advances incurred or made hereunder, be deposited in the Bond Principal and Interest Account and all such money shall be applied to the Notes or the Bonds, as the case may be, as follows: FIB, to the payment to the persons entitled thereto of all installments of interest then due on the Notes or the Bonds, including interest on any past due principal of any Note or Bond at the rate bome by such Note or Bond, in the order of the maturity of the installments of such interest and, if the amount available shall ( not be sufficient to pay in full any particular installment, then to such payment ratably, according to the amounts due on such installments, to the persons entitled thereto without any discrimination or privilege; SECOND, to the payment to the persons entitled thereto of the unpaid principal of anv of the Notes or the Bonds which shall have become due at maturity, in the order of their due dates, and. if the amount available shall not be sufficient to pay in full the principal of the Notes Or the Bonds due on any particulardate, together with such interest. then to such payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and IMRD, to be held for the payment to the persons entitled thereto as the same shall become due of the principal of and interest on the Notes or the Bonds which may thereafter become due at maturiy and, if the amount available shall not be sufficient to pay in full the principal of and interest on the Notes or the Bonds due on any particular date: such payment shall be made ratably according to the amount of principal and interest due on such date to the persons entitled thereto without any discrimination or privilege. (Z) Whenever money is to be applied pursuant to the provisions of this subsection. such money shall be applied at such times, and from time to time. as the Trustee 272149.3 _38- shall determine. having due regard for the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply.such funds,. it shall fix the date upon which such application is to be made and upon such-date interest on the-amounts of principal to be paid on such dates shall cease to accrue. The Trustee-shall establisha special record date for such payments and shall mail, at least 15 days prior to such special record date, such notice as it may deem appropriateof the deposit with it of any such money and of the fixing of any such date. The Trustee shall not be required to make payment of-principal to the owner of any Note or the Owner of any Bond until such Note or Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. (3) Whenever all principal of and interest on. all Notes and all Bonds have been paid under the provisions of this subsection and-all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Principal and Interest Account, the Debt Service Reserve Account or the General Account shall be paid as provided in Section 11, except that any funds remaining the Taxpayer Payment Subaccount or the Taxpayer Payment Reserve Subaccount shall be returned to the Taxpayer. (E) All rights of action (including the right to file proof of claims) under this Resolution or under any of the Notes or the Bonds may be enforced by the Trustee without the possession of any of the Notes or the Bonds or the production thereof in any trial or other proceeding related thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as I: Trustee without the necessity of joining as plaintiffs or defendants any owners of the Notes or Owners of the Bonds, and any recovery ofjudgment shall be for the equal and ratable benefit of the owners of all outstanding Notes or the Owners of all the outstanding Bonds, respectively. (F) No owner of any Note or Owner of any Bond shall have any right to institute any suit. action or proceeding at law or in equity for the enforcement of this Resolution or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder unless such owner previously shall have given to the Trustee written notice of an Event of Default as provided above, and unless also the Note owner or owners or the Owner or Owners of a majority in principal amount of the Notes or Bonds, respectively, then outstanding shall have made written request of the Trustee after the right to exercise such powers, or right of action. as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted in this Resolution, or to institute such action. suit, or proceeding in its name: and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification. request and offer of indemnity are hereby declared in every such case, at the option of the Trustee. to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder: it is understood and intended that no one or more owners of the Notes or Owners of the Bonds shall have any right in any manner whatever by its or their action to affect. disturb or prejudice the security of this Resolution, or to enforce any right hereunder. except in the 231118.3 -39- l; manner herein provided. and that all proceedings at law or in equity shall be instituted, had-and maintained in the manner herein provided and for the equal benefit of all owners of the outstanding Notes or all Owners of the outstanding Bonds, respectively. Nothing in this Section contained shall, however, affect or impair the right of anv Owner, which is absolute and unconditional, to enforce the payment of the principal of and redemption premium, if any, and interest on its Notes or Bonds out of the Trust Estate, or the.obligation of the Commission to pay the same, out of the Trust Estate or special funds and accounts, at the time and- place expressed in the Notes or the Bonds. (G) If the Trustee shall have proceeded to enforce any right under this Resolution by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and°in every such case the City, the Commission, the District,. the Trustee and the owners shall be restored to their former positions and rights hereunder, respectively, and with regard to the property subject to this Resolution, and all rights, remedies and powers of the Trustee and the owners of Notes or Bonds shall continue as if no such proceedings had been taken. (I) The Trustee shall not waive (a) any Event of Default in the payment of the principal of any outstanding Note or Bond at the date of maturity specified therein or (b) any Event of Default in the payment when due of the interest on any outstanding Note or Bond unless prior to such waiver all arrears of interest or all arrears of payments of principal when due, as the case may be, with t interest on overdue principal at the rate bome by such Note or Bond, and all expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver, or if any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the City, the Commission. the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder. respectively, but no such waiver shall extend to any subsequent or other Event of Default. or impair any rights consequent thereon. SECTION 19. THE TRUSTEE (A) The Trustee hereby accepts the trusts and duties imposed upon it by this Resolution. upon and subject to the express terms and conditions set forth in this Resolution. Except during the continuance of an Event of Default (i) the Trustee undertakes to perform only such duties as are specifically set forth in this Resolution. and no implied covenants or obligations shall be read into this Resolution against the Trustee: and (ii) in the absence of bad faith on its pan, the Trustee may rely, as to the truth of the statements and correctness of the opinions expressed therein. upon the certificates or opinions furnished to the Trustee and conforming to the requirements of this Resolution: but in the case of any such certificates or opinions which by any provision of this Resolution are specifically required to be furnished to the Trustee. the Trustee shall be under a duty to examine them to determine whether or not they conform to the requirements of this Resolution. If an Event of Default has occurred and is continuing, the Trustee shal l exercise the ri ghts and power 7321483 -40- as vested in it by this Resolution and use the same degree of care and skill in their exercise, as a f prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (1) The Trustee may execute any. of the trusts or powers hereof and perform any of its duties by or through attomeys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters.of trusts hereof and the duties hereunder, and may -in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorneys (who may be the attorney or attorneys for the City or the Commission), approved by the Trustee in the exercise of reasonable care. -The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice. (2) The Trustee shall not be responsible for any recital herein or in the Notes or the Bonds, except for the Certificate of Authentication required by this Resolution, or for the validity of the execution by the Commission of this Resolution or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Notes or the Bonds issued hereunder or intended to be secured hereby. (3) The Trustee shall not be accountable for the use of any Bond authenticated or delivered hereunder. The Trustee may become the owner of any Note or the Owner of any Bond secured hereby with the same rights which it would have if not the Trustee and any Bond owned by the Trustee shall be deemed outstanding unless cancelled pursuant to the provisions hereof. (4) The Trustee shall be protected in acting upon any notice, request, consent, certificate. order. affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper person or persons. The Trustee shall not withhold unreasonably its consent approval or action to any reasonable request of the City. Any action taken by the Trustee pursuant to this Resolution upon the request or consent of any person who at the time of making such request or giving such consent is the owner of any of the Notes or the Owner of any of the Bonds. shall be conclusive and binding upon all future owner of the Notes or Owners of the Bonds, respectively, and upon owners of the Notes or Owners of any Bonds issued in exchange therefor or in place thereof, respectively. (5) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate signed by an Authorized Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has become aware shall also be at liberty to accept a similar certificate to the effect _12 149.3 _41- that any particular dealing, transaction or action•is necessary or expedient but may at its discretion secure such further evidence deerned:necessary or advisable, but shall in no case be bound' to secure the same. The Trustee may accept a certificate of an Authorized Representative to the effect that a resolution or ordinance in the fitnt therein set forth has been:adopted by the City as conclusive evidence that such resolution or ordinance has been duly adopted.and is in full force and effect. (6) The permissive right of theTrusteeto do things enumerated in this;Resolution shall notbe construed,as:a duty' and it shall not be answerable for other than its negligence or willful.default. (7) At any and all reasonable, times the Trustee and its duly authorized agents, attorneys, experts. engineers; accountants and representatives shall have the right to inspect any and all of the books,, papers and records of the City and.the Commission pertaining to the revenues and receipts pledged to the;paymentof the Notes or-the Bonds, and to take such memoranda from and in regard thereto:as:may be desired. (8) The Trustee shall not bexequired to give any bond or surety in respect of the execution of such trusts and powers or-'otherwise in.respect of the premises. (9) Notwithstanding anything elsewhere in this 'Resolution,theTrusteeshailhave the right, but shall not;be required, to demand. itrrespect of the authenticationof anyBonds, the withdrawal of any cash, or any action whatsoever within the purview of this Resolution; any showings, certificates, opinions,, appraisals or other.information, or corporate action or evidence thereof, in addition to that by the terms hereof' required as 'a condition of such action; deemed desirable by the Trustee for the-purpose of establishing the right of the. City to the authentication of the Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (10) Before taking the action referred to in Section ,18(B), the Trustee may require that a 'satisfactory indemnity bond be furnished for the reimbursement of all expenses to which•itmay be put and to protect it against all liability;"except liability which is adjudicated to:havc resulted from'its,negligence or-wiHful default. by reason of any action so taken. No provision of this Resolution shall require theTrustee-to expend or.risk;its own funds in the performance of any of its duties hereunder: or in the exercise of anvof its rights and powers if it has reasonable grounds for believing that repayment of these funds or adequate 'indemnity against this risk or liability is not reasonably assured to it. (11) All moneVreceived'bv the, Trustee shall, until used: applied or invested as herein provided. be field in trust for the purposes for which they were received segfee'ated from othenfunds to the extent,required'ov law. Re.Trustee.may contract with the Registrar and Paving_agentasao the investment off funds held under this, Resolutionas,long as all such. investments are made in Qualified Investments as required, by Indiana law and this 2371483 -42- Resolution and as long as,[he Commission is not charged any additional fees or charges for such arrangement. The Trustee shall not be under any liability'for interest on any money received hereunder except such as may be agreed upon. (12) The Trustee for all purposes of this Resolution shall be deemed to beaware of any Event of Default. (B) TheTrustee shall he entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, but solely from money available therefor under the Resolution. Upon any Event of Defauk, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of or interest on any Bond upon the. Trust Estate for the. foregoing fees, charges and expenses incurred by it. (C) In any judicial proceeding to which the Commission, acting in the name of the City, is a party and which in the.opinion of the Trustee and its counsel has a substantial bearing on the interests of the owners of the Notes or the Owners of the Bonds,.the Trustee may intervene on behalf of the owners. (D) Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated or to which it may sell or transferits trust business and assets as a whole or substantially as a, whole, or any corporation or association resulting from any such {._ conversion, sale, merger, consolidation or transfer to which it is a parry ("Reorganization"), lP,S9 fad shall be and become successor Trustee hereunder, if legally qualified to serve as such, and vested with all of the .title to the Trust Estate and all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without. the execution or filing of any instrument or any further act; deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that within thirty (30) days of the.effective date of such Reorganization, the Mayor or the Commission may object to such corporation or association becoming successor Trustee by filing written notice. of such objection with the Trustee and by mailing such notice to the-Owners whereupon a successor or temporary Trustee shall be-appointed. in accordance with subsection (G). (E) The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days' written notice by registered or cert ified mail to the Mayor, the Clerk- Treasurer, the Commission, and the owners of the Notes or the Owners of the Bonds, and such resignation shall take effect upon the appointment of a successor Trustee in accordance with subsection (G) and acceptance of such appointment by the successor Trustee. ifthe Commission fails to appoint a,successor Trustee within 60 days of receipt of notice of the Trustee's resignation. the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee. 212.138.7 -43- (F) The Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Trustee and to the Mavor, the Clerk-Treasurerand the Commission and signed by the owners of a majority of the aggregate principal amount of the outstanding Notes or the Owners of a majority of the aggregate principal amount of the outstanding Bonds or their attomeys-in-factduly authorized. Notice of the removal of the Trustee shall be given in the same manner as provided in subsection (E) with respect to the resignation of the Trustee and such removal shall take effect upon the appointment of a successor Trustee. The Commission shall appoint a successor Trustee immediately upon the removal of the Trustee. So long as no Event of Default, or an event which with the passage of time would become an Event of Default, shall have occurred and be continuing, the Trustee may be removed at any time, upon appointment of a successor Trustee, by resolution of the Commission filed with the Trustee. (G) If the Trustee shall resign or be removed, or be dissolved, or shall be in course of dissolutionor liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners ofa majority of the aggregate principal amount of the outstanding Notes or the Owners of a majority of the aggregate principal amount of all Bonds then outstanding by an instrument or concurrent instruments in writing signed by the owners of a majority of the aggregate principal amount of the outstanding Notes or the Owners or by their attomeys-in- fact duly authorized, a copy of which shall be delivered personally or sent by registered or certified mail to the City and the Commission. Nevertheless, in case of such vacancy the Commission by resolution may appoint a temporary Trustee to fill such vacancy. Within ninety (90) days aft er such appointment. the owners may appoint a successor Trustee; and any such temporary Trustee so appointed by the Commission shall become the successor Trustee if no appointment is made by the owners within such period but if an appointment is made by the owners, such appointment shall immediately and without further act be superseded by any Trustee so appointed by such owners. Notice of the appointment of a temporary or successor Trustee shall be given in the same manner as provided by subsection (E) with respect to the resignation of a Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or a commercial bank with trust powers and having a reported capital and surplus of not less than 550,000.000, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. (H) Every successor or temporary Trustee appointed hereunder shall execute. acknowledge and deliver to its predecessor and also to the Mayor, the Clerk-Treasurer and the Commission an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any ftmheract, deed or conveyance. shall become fully vested with all the estates. properties, rights, powers. trusts, duties and obligations of its predecessors; but such predecessor shall. nevertheless.on the written request of the Mayor. the Clerk=Treasureror the Commission. after the payment of all fees, charges and expenses which may be due and owing to such predecessor pursuant to the provisions of subsection (B), execute and deliver an instrument transferring to such .successor Trustee all the estates. properties, rights. powers and trusts of such predecessor hereunder. and every predecessor Trustee shall deliver all securities, money and other proper, or documents held by it as Trustee hereunder to its successor hereunder. Should any instrument in writing from 2322-148.3 -.14- the Commission, the Mayor or the Clerk-Treasurer be required by any successor or temporary Trustee for more fully and certainly vesting in such successor the estate, rights. powers and duties ` hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission, the Mayor or the Clerk-Treasurer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor or temporary Trustee hereunder, together with all other instruments provided for in this Section, shall be filed or recorded by the successor or temporary Trustee in each office where this Resolution shall have been filed. SECTION 20. THE REGISTRAR AND PAYING AGENT (A) The Commission may appoint a separate Registrar or Paying Agent. (B) Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Resolution to be exercised by or vested in or conveyed to the Trustee with respect to this Resolution and shall be exercisable by and vested in Registrar or Paying Agent but only to the extent necessary to enable the Registrar and Paying Agent, to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by the Registrar and Paying Agent, shall run to and be enforceable by it. (C) Should any instrument in writing from the City or the Commission or agreement be required by the Registrar and Paying Agent for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission, the Mayor or the Clerk-Treasurer. If the Registrar and Paying Agent, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of the Registrar and Paying Agent so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Registrar and Paving Agent. SECTION 21. NOTICES. Any notice, request, complaint, demand. communicationor other paper shall be sufficiently given when delivered or mailed by registered or certified mail. postage prepaid, or sent by telegram, addressed to the appropriate Notice Addresses. The City, the Commission. or the Registrar and Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 22. BUSINESS DAYS. In any case where the date of a principal payment of the Notes or Bonds or the date fixed for redemption of any portion of-the Notes or the Bonds shall be a Saturday, Sunday or a day on or the city in which the office of the Registrar and Paying Agent is located are required or authorized by law to close, then payment of principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. 232149.3 -45- SECTION 2J'. SEVERABILITY. Ifi nv secti'on.,paragraph;or provision of this Resolution shail be held to be invalid or unenforceable: for any reason, the invalidity or;unenfdreeabiliryofsuch section, paragraph or provision'shall not affect any of the remaining provisions:,df this Resolution. SECTION 24. REPEAL OF'CONTLICTINQPROVISIONS. All, resolutions, ordinances and orders,. or parts-thereof. in conflict with the provision of this Resolution, are. to the extent of such conflict, hereby repealed or amended. SECTION 25. EFFECTIVE DATE. This Resolution shall be in full force and effect immediately upon its passage and signing. The Secretary of the Commission is.hereby directed cc deliver a certified copy of this Resolution to the>Cleik-Treasurer of the City. Adopted at the meeting of the Carmel Redevelopment Commission held on the 2' day of February; 1998, at Carmel, Indiana. CARMEL REDEVELOPMENT COMMISSION Attest: Secretary President ExhibitA Description of Projects and Costs.of the Projects _371+817 -46- ACCEPTANCE OF-OFFICE OF TR FS EE REGISTRAR 1 1D Pe+nNr- 1 FNT IThe undersigned hereby accepts the duties'and obligations of Trustee, Registrar and Paying Agent imposed by the foregoing Resolution. National City Bank of Indiana, as Trustee. Registrar and Paying Agent ATTEST: By: Title: Date: 1998 (SEAL) Notice Address of Trustee, Registrar and Paying Agent National City Trust ._ 10I West Washington Street, Suite 410E Indianapolis. IN 46255 Attention: 232149.3 -47- i Road Improvements (1) (2) (3) (4) (5} EXI-11131T A Description of Projects AAA Way from I I6th,Street 'to Carmel Drive Ring road in Economic Development -Area Relocation of Medical Drive at Intersection with AAA Way Relocation of intersection of Keystone Way -and ring road Widening of 116ih:Street Costs include bringing roads.up_to,City speciAcations, utility relocation, drainage, landscaping and lighting: If there are sufficient proceeds available, cost- may also include traffic signals at intersections of Carmel Drive and AAA Wayand 116th Street and AAA Way. :72148.3 -48- ?f I• ? ?? ?'. 1